[年报]小商品城(600415):2023年年度报告（英文版）
原标题:小商品城:2023年年度报告（英文版） Zhejiang China Commodities City Group Co., Ltd. 2023 Annual Report Important Note I. The Board of Directors, the supervisory committee and the directors, supervisors and senior management of the Company hereby warrant the truthfulness, accuracy and completeness of the contents of the Annual Report, guarantee that there are no false representations, misleading statements or material omissions contained in this Annual Report, and are jointly and severally responsible for the liabilities of the Company. II. All directors of the Company were present at the board meeting. III. Ernst & Young Hua Ming Certified Public Accountants (special general partnership) has issued a standard unqualified audit opinion for the Company. IV. ZHAO Wenge, Head of the Company, WANG Dong, Head in charge of accounting, and ZHAO Difang, Head of the accounting department (Accounting Supervisor), declare that they warrant the truthfulness, accuracy and completeness of the financial report in the annual report. V. The profit distribution plan for the reporting period or the plan for public reserve funds into share capital that was approved by the board of directors Based on the total share capital on the equity registration date for the 2023 profit distribution, a cash dividend of RMB 2.00 (including tax) will be distributed for every 10 shares. Based on the total share capital of the Company at the end of 2023, a total of RMB 1,096,866,835.20 (including tax) in cash dividends will be distributed. If there is a change in the total share capital of the Company before the equity registration date for equity distribution, it is proposed to maintain the per share distribution plan unchanged and adjust the total distribution amount accordingly. VI. Risk statement with forward-looking representations √Applicable □Not applicable The forward-looking representations involved in this Report such as future plans and development strategies do not constitute the Company’s substantial commitments to investors. Investors shall watch out for the investment risks. VII. Is the Company’s cash occupied by its controlling shareholder or any of other affiliates for non-operational purposes? No VIII. Has the Company provided external guarantee in violation of the prescribed decision-making procedures? No IX. Whether more than half of the directors can not warrant the truthfulness, accuracy and completeness of the annual report disclosed by the Company No X. Reminder of major risks The Company has described the risks that may exist in this Report in details. Please refer to “Potential Risks” in “Section III Discussion and Analysis of Managers” of this Report.. XI. Others □Applicable √Not applicable Table of Contents Section I. Definitions ............................................................................................................... 5 Section II. Company Profile and Financial Highlights .............................................................. 6 Section III. Discussion and Analysis of Managers .................................................................. 13 Section IV. Corporate Governance ......................................................................................... 59 Section V. Environmental and Social Responsibilities ........................................................... 82 Section VI. Significant Matters ................................................................................................ 84 Section VII. Changes in Shares and Shareholders ................................................................ 103 Section VIII. Bonds .................................................................................................................. 112 Section IX. Financial Report .................................................................................................. 121
Section I. Definitions I. Definitions For the purpose of this Report, unless otherwise stated in the context, the following terms shall have the following meanings:
Section II. Company Profile and Financial Highlights I. Company profile
II. Contact information
III. Basic Information
IV. Places for information disclosure and access to the annual report
V. Stock profile
VI. Other relevant information
VII. Major accounting data and financial indicators in the past three years (i) Major accounting data Unit: RMB
(ii) Major financial indicators
Explanation of main accounting data and financial indicators of the Company in the previous three years at the end of the report period √Applicable □Not applicable 1. The operating revenue increased by RMB 3.68 billion YoY, mainly due to the opening of the Second District East New Energy Product Market, the rent reduction in the previous year, and the YoY expansion of product sales scale. 2. The net profit attributable to shareholders of the Listed Company increased by RMB 1.571 billion YoY, mainly due to the YoY increase in market operating profit, trade performance service business profit, and investment income. 3. The net profit attributable to shareholders of the Listed Company after deduction of non-recurring gains and losses increased by RMB 704 million YoY, mainly due to the increase of RMB 1.571 billion in net profits attributable to shareholders of the Listed Company and the increase of RMB 868 million in non-recurring gains and losses YoY. 4. The net flow generated by operating activities increased by RMB 445 million YoY, mainly due to the increase of RMB 665 million YoY in the net cash received after deduction of payment for sales of goods and provision of service and the decrease of RMB 278 million YoY in the tax refund received. VIII. Differences in accounting data between foreign and Chinese accounting standards (i) Differences between the net profit and net assets attributable to shareholders of the Company disclosed in accordance with international accounting standards and China accounting standards in the financial report □Applicable √Not applicable (ii) Differences between the net profit and net assets attributable to shareholders of the Company disclosed in accordance with overseas accounting standards and China accounting standards in the financial report □Applicable √Not applicable (iii) Explanation of differences between domestic and overseas accounting standards □Applicable √Not applicable IX. Key financial indicators by quarter in 2023
Explanation of difference between quarterly data and disclosed data in regular reports □Applicable √Not applicable X. Non-recurring items and amounts thereof √Applicable □Not applicable
Explanations shall be made for the non-recurring items identified by the Company according to the Explanatory Announcement No. 1 on Information Disclosure by Companies Publicly Offering Securities – Non-recurring Items, and for the Company identifying the non-recurring items enumerated in the Explanatory Announcement No. 1 on Information Disclosure by Companies Publicly Offering Securities – Non-recurring Items as recurring items. □Applicable √Not applicable XI. Items measured at fair value √Applicable □Not applicable
XII. Other □Applicable √Not applicable Section III. Discussion and analysis of managers I. Discussion and analysis of operation 2023 marked the 30th anniversary of the Company's establishment. All cadres and employees have united and worked hard to advance various tasks to a new level. The Company's revenue and profits reached historic highs, and its market operation steadily improved. Its core competitiveness has been continuously enhanced, and new businesses have rapidly emerged. The Company has entered a new stage of development. (i) Market operation 1. Dynamic adjustment of rent In the current economic environment, the rationality of the rental price system is crucial for the healthy development of the market. In order to better adapt to market changes and promote balanced development of various industries, the Company has established an industry evaluation system based on the Yiwu Index. This system constructs a differentiated pricing model for shop rental prices by introducing indicators such as China's GDP growth rate, fluctuations in market-oriented rental prices, market prosperity index, market commodity price index, industry prosperity index, and block prosperity index. According to the pricing model mentioned above, the Company adjusted the rent of the market's due shops at the end of the reporting period, with an average rent increase of 5.5%. It is expected that the growth rate will not be less than 5% in the next three years. The implementation of the rent differentiated pricing model will help balance the competitive environment within the market and provide merchants with a more fair and transparent business environment. This not only helps to enhance the overall competitiveness of the market, but also promotes the effective allocation of resources and the sustainable development of the industry, laying a solid foundation for the long-term prosperity and stability of the Yiwu market. 2. Construction of digital market During the reporting period, the Second District East New Energy Market opened with an additional construction area of 131,000 square meters, and more than 650 new shops were added on the first to third floors. The investment positioning for the third floor was completed in December. Therefore, the offline market further expanded. The construction of the digital market model in the Second District East of the International Trade City was accelerating, and a new market trade scenario with online and on-site integration and cloud-network linkage was preliminarily taking shape. As of the end of December, digital tools such as business advisors, electronic business cards, and event calendars were launched; iterative optimization of digital software and hardware service functions such as AI interactive screens, digital market mini programs, and passenger flow analysis systems were completed. The construction of the Global Digital Trade Center, a landmark project in the sixth-generation market, was accelerating with increased efficiency, exploring the construction of an innovative ecosystem for digital trade, and creating a new model for the future digital commodity market. (Figure 1. Aerial View of Second District East New Energy Product Market) (ii) Online platform Since its launch in October 2020, the Chinagoods platform has had over 10 million products uploaded and over 4.09 million buyers registered. It has also launched and operated six national websites, including Spain, Dubai, and Colombia. In 2023, the online trade volume of services exceeded RMB 65 billion, and a comprehensive international trade service system of "digitalization of traditional markets+ digitalization of trade performance" has been preliminarily formed. 1. Launched the homepage and service section of the fourth party service platform, with a total of 169 third-party service products launched; At the same time, relying on digital technology and platform channels, we assisted merchants in precise positioning, customer flow attraction, and operation, and worked together with top platforms such as 1688.com, Baidu, and JD.com to build a fourth party service platform. 2. The AI project has launched Xiaoshang AI, digital human, AI intelligent product release, intelligent image matting, and has received widespread praise from market merchants. As of the end of December, the multilingual digital Lady Boss function covered over 3300 merchants, and has been recorded and reported by more than 20 official media outlets, including CCTV, Global Times, People's Daily, Xuexi Qiangguo, Zhejiang TV, Jinhua Daily, and Yiwu Publishing. (iii) Exhibition The Company focused on the dual empowerment of the market and exhibitions, integrating domestic and overseas, online and on-site exhibitions, and achieved significant results in exhibition venue linkage. As of the end of December, 52 domestic exhibitions such as the China Yiwu International Commodities Fair, China Yiwu Cultural and Tourism Products Trade Fair, and Gift Exhibition were held, attracting over 1.74 million buyers; the Company organized enterprises to go abroad to Thailand, Indonesia, Japan, Russia, Spain, Germany and other countries to expand their markets, participating in 18 overseas exhibitions and economic and trade activities, with over 100 enterprise participants; 44 events were held, including Market Trips, industry vertical exhibitions, procurement fairs, and new product launches, attracting over 1.7 million buyers in total. The 29th China Yiwu International Commodities Fair had 2400 participating companies, 3,800 international standard booths, and an exhibition area of 100,000 square meters. A total of 160,600 professional buyers attended the exhibition, including 16,500 overseas buyers, with a record high attendance. (Figure 2. Opening Ceremony of the 29th China Yiwu International Commodities Fair) (iv) Hotels In 2023, the hotel business line (including entrusted hotels) achieved a revenue of over RMB 400 million, reaching a historic high. The Company also achieved interoperability between the Chinagooods platform and the hotel membership system, and collaborated with the Big Data Company and Yiwu Pay to carry out digital marketing activities; The New Yandoo Circle Member Platform optimized functions such as point management, self selection of benefits, and personalized customization, with 15,000 new members in this year; The Company upgraded the unified procurement platform and promoted the sharing and integration of centralized procurement information. The Company's hotels have successfully completed important reception tasks such as the Hangzhou Asian Games and the World Urban and Rural Organization Conference, fully showcasing the image of the Yiwu hotel industry and building a breaking through, "Fingertip Canteen" has achieved full coverage of Districts 1-5 of the International Trade City and the new headquarters building of the Group. The self-created coffee brand Yandoo was gradually gaining popularity. (Figure 3. A corner of Fingertip Canteen) (v) Trade performance Zhijie Yuangang strengthened its business operations, connects domestic export consolidation, multimodal transportation, overseas warehouses and other businesses, and has initially built a digital cross-border logistics third-party delivery platform to provide "end-to-end" full chain digital supply chain solutions for trading entities. As of the end of December, digital logistics service products such as "Jihepai" and "Xiaokepai" were launched, with a total shipment volume of over 45,000 TEUs. The first "Yiwu China Commodities City - RCEP Silk Road Express" route has been launched and put into operation. (vi) Digital payment (Yiwu Pay) During the reporting period, the Payment Company mainly carried out the following businesses: (1) Application for qualification license Kuaijietong obtained the public announcement of the renewal of the Payment Business License from the People's Bank of China on July 5, 2023, and completed the license renewal work on time, with a validity period of 5 years; On November 1st, it officially obtained the approval of the State Administration of Foreign Exchange for the foreign exchange business qualification license of payment institutions. (2) Domestic payment business The Payment Company further integrated into the Group's business scenarios and provided personalized payment and settlement services for the Chinagoods platform, market, supply chain, factoring, warehousing, logistics, hotels, Fingertip Canteen, and other Yiwu CCC ecosystems. (3) E-CNY business Relying on the Group’s ecosystem, it carried out a special digital currency activity and launched an innovative model of e-CNY one-currency settlement, completing the docking with Bank of China's e-CNY umbrella account system. In November, the Payment Company officially signed "E-CNY Cross-border Business Strategic Cooperation Agreement" with Bank of China, which provides comprehensive services such as B2B e-CNY cross-border fund circulation. It is the earliest cross-border application of e-CNY in the B2B field in China. (4) Cross-border RMB business As of December 31, a total of over 20,000 cross-border RMB accounts were opened, with a new transaction volume of over RMB 8.5 billion for cross-border RMB payment services. The Company cooperated with hundreds of major banks worldwide, covering more than 150 countries and regions across five continents, and can support over 25 currencies, with 16 currencies received. All transactions have not involved any risk dispute funds, and there have been no frozen card incidents, providing a solid financial infrastructure guarantee for business owners to smoothly go overseas. (Figure 4. Partial operating data of Yiwu Pay) (vii) Yiwu Market Project During the reporting period, the Yiwu China Commodities City’s “Yiwu Market Project” strategy was released, and a combination of "overseas sub-markets, overseas warehouses, overseas websites, Yiwu Selection overseas exhibition halls, and overseas exhibitions" was established to promote small commodities to reach big markets. 1. Yiwu Market's overseas sub-market extension layout: sorting out the standard models for franchise export in overseas sub-markets, focusing on research and planning to establish overseas new small commodities trade centers in cities such as Jakarta in Indonesia, Cairo in Egypt, and Jeddah in Saudi Arabia. 2. The Company steadily promoted FBC overseas warehouses of China Commodities City: Completed 5 FBC warehouses in Czech Republic, Malaysia, Mexico, etc., with a storage area of over 100,000 square meters and serving over 500 enterprises; Introduced trade factoring business in FBC warehouse in Malaysia. 3. The Company accelerated implementation of Yiwu Selection overseas exhibition halls: Completed optimization and addition of 5 Yiwu Selection overseas exhibition halls, including Tokyo, Japan, Dubai, UAE, and S ? o Paulo, Brazil. Currently, there are a total of 12 Yiwu Selection overseas exhibition halls, with more than 500 merchants organized to participate in overseas trade fairs, and over 10,000 SKUs of Yiwu small commodities entering Yiwu Selection overseas exhibition halls. 4. The momentum of Yiwu Fair overseas exhibitions was gradually rising: 6 Yiwu Fair overseas exhibitions have been held in Russia, Indonesia, South Korea, and other countries, attracting more than 200 companies to participate, with a total exhibition area of over 10,000 square meters. 5. Chinagoods Overseas Websites – Going Overseas Digitally: It completed the launch of six national websites of Spain, Saudi Arabia, and Colombia among others, and achieved the display and release of 700,000 products from 32,000 merchants to overseas buyers. During the reporting period, the Company cooperated with three well-known local e- commerce platforms, Egatee in Africa, Aucfan in Japan, and G&G Commerce in South Korea, as well as the Cairo Aviation City Special Economic Zone in Egypt, and signed strategic cooperation agreements with them, gradually implementing Yiwu Market Project. (Figure 5. Cases of Yiwu Market Project) II. Description of the industry of the Company during the reporting period According to the definitions in the Guidelines for Industry Classification of Listed Companies (revised in 2012) released by the CSRC, the Company is engaged in “Business Service” (L72) in “Lease and Business Service” (L). (i) Situation of Yiwu market As a globally renowned small commodity trading center, Yiwu International Trade City has maintained a leading position in the comprehensive market in China for many years due to its huge market transaction volume and wide variety of goods. The Yiwu market has not only formed a strong industrial cluster support in the field of small commodity circulation, but also driven the development of 2.1 million small and medium-sized enterprises and employment of 32 million industrial workers through its influence in 233 countries and regions worldwide. The significant characteristics of the Yiwu market can be summarized from the following aspects: 1. Active market entities: The Yiwu market is an important practical platform for the concept of "mass entrepreneurship and innovation". It not only drives the development of more than 20 industrial clusters and 2.1 million small and medium-sized enterprises across China, but also attracts over 15,000 resident foreign merchants and nearly 9,000 foreign-owned entities. These numbers make Yiwu an important gathering place for global merchants, known as the "World Supermarket". There are over 200,000 market practitioners, 75,000 operating shops, and a total of over 1 million market entities. 2. Wide range of goods: As the world's largest small commodity distribution center, Yiwu market gathers 26 major categories and 2.1 million types of products, forming an "ocean of small commodities and paradise for shoppers ". More than ten thousand new products are launched every day, and the quality, brand and standard of small commodities are exported to the world, becoming the representative of "China-chic trend" and "supply place for bestselling goods". 3. Innovative business scenarios: The Yiwu market is an important birthplace of innovation in trade business scenarios. The pioneering market procurement trade method (with a customs supervision method code of "1039") has driven a 6.6-fold growth in Yiwu's foreign trade exports in the past decade and has been promoted to 39 pilot units in China. New business forms such as import transshipment, internet celebrity live streaming, and cross-border e-commerce are constantly emerging, forming an e-commerce ecosystem for the full industry chain. The integration and development of the real economy and digital economy have enabled Yiwu to continue to lead the new trend of global trade. 4. High-quality trade ecology: Yiwu market is the preferred place for merchants and enterprises to trade small commodities. Since the pilot of the comprehensive reform of international trade, Yiwu has formed multiple national level open platforms, including the Free Trade Zone, Comprehensive Bonded Zone, Cross-border E-commerce Comprehensive Pilot Zone, and Import Trade Promotion Innovation Demonstration Zone. The logistics network has covered over 1,500 counties and cities across China and over 700 hub cities worldwide. Government, business, and life services are in line with international standards, providing comprehensive "customs, taxation, currency exchange, transportation, warehousing and financing" services, with continuously optimized the business environment. The Yiwu market, as a key platform connecting domestic and international trade supply chains, occupies a core position in the global small commodity supply chain and plays a crucial role in promoting internal circulation, enhancing external circulation, and serving the new development pattern of "dual circulation". As a leader and demonstration site of national market procurement trade method, Yiwu has maintained high-speed growth for 8 consecutive years, effectively stimulating the vitality of market entities and further improving the level of trade facilitation. In 2023, the total import and export value of Yiwu City reached RMB 566.05 billion, up 18.2% YoY. Among them, exports exceeded the RMB 500 billion mark for the first time, reaching RMB 500.57 billion, a YoY increase of 16.0%, setting a record high; the import value was RMB 65.48 billion, a YoY increase of 38.8%. Yiwu continuously gathers new momentum in foreign trade by exploring emerging markets, building high-level open platforms, and cultivating and strengthening advantageous industries. In terms of trade regions, in 2023, the combined import and export values of Yiwu with Africa and Latin America was RMB 104.90 billion and RMB 89.76 billion, respectively, with YoY increases of 24.9% and 25.4%, respectively. The import and export values of Yiwu with India and Saudi Arabia were RMB 30.42 billion and RMB 14.13 billion, respectively, with YoY increases of 24.7% and 38.4%, respectively. In the same period, the total import and export value of Yiwu with the countries under the "Belt and Road" initiative reached RMB 349.71 billion, up 19.5% YoY, accounting for 61.8% of the total import and export value of Yiwu City in the same period, and the contribution rate to the import and export growth of Yiwu City reached 11.9 percentage points. In 2023, Yiwu City achieved an export value of RMB 388.37 billion through market procurement trade, a YoY increase of 19.0%, accounting for 77.6% of Yiwu City's total export value. The Company integrates market resources through digital means, connects various links in the supply chain, improves the efficiency of commodity circulation, and promotes the iterative upgrade of market procurement trade method to Version 2.0. of market procurement trade method has become the main force driving the growth of Yiwu's exports. In terms of regional trade, Southeast Asia, the Middle East and Latin America continue to occupy a high market share in the trade with Yiwu. Countries in the "Belt and Road" initiative and the RCEP region continue to bring new opportunities to the Yiwu market. “AI Going Overseas” and “RMB Going Overseas” have become new highlights of the Yiwu market. During the reporting period, the Yiwu market showed strong vitality. The total number of market operating entities reached 1.0546 million, an increase of 17.4%, with a new establishment of 258,000 entities, accounting for one seventh of that of Zhejiang Province. The total number of E-commerce entities exceeded 600,000, accounting for one-third of that of Zhejiang Province. The daily average customer flow of the International Trade City exceeded 200,000, and the number of foreign resident merchants in Yiwu increased to 21,000. More than 400,000 people came to Yiwu for the first time, and the number of college students who came to Yiwu for the first time reached 46,500, both reaching record highs. In addition, the "direct loading upon arrival" mode launched by Yiwu-Ningbo-Zhoushan Sea-railway Combined Transportation allows enterprises to flexibly arrange the loading and delivery of goods from the warehouse area based on their own production plans and dock appointments, following the process of "early declaration, release upon arrival, and direct loading upon arrival," greatly improving the clearance efficiency. The express delivery business volume reached 10.58 billion pieces, a YoY increase of 13.8%, accounting for one twelfth of the total in China. III. Description of the business of the Company during the reporting period (i) Main business of the Company The Company is committed to building a shared trade service platform for small and medium-sized enterprises in China, with a strategic positioning of a "world-class international trade comprehensive service provider", continuously enriching and improving the three major ecosystems: commodity display and trading ecosystem, supporting services ecosystem, and trade services ecosystem, in order to reduce trade costs, shorten trade chains, improve trade efficiency, continuously create value for the circulation of small commodities, strengthen and consolidate the advantageous position of China's daily consumer goods supply chain in global trade, and serve the new development pattern of domestic-international dual circulation. The commodity display and trading ecosystem includes on-site market operation and self-operated trade product sales, supporting service ecosystem includes exhibition and hotel sectors, and trade service ecosystem includes Chinagoods online service platform, warehousing logistics and payment, credit reporting, factoring and other businesses. (ii) The main business model of the Company 1. Commodity display and trading ecosystem (1) Market operation The market operation business is mainly operated and managed by the subordinate market operation companies of the Company. The main business revenue of the market operation sector is mainly the revenue from shop usage fees, which refer to the fees charged by the Company for providing shop leasing and operation services to merchants. The Company adopts a shop rental model, where the ownership of the shop belongs to the Company, and merchants only have the right to use the shop during the contract period, while enjoying the market operation services provided by the Company. The Company signs a contract with the merchant to clearly specify the usage period, usage fee, and business purpose of the shop. The merchant shall not change the agreed business purpose, and shall not sublet or transfer without the consent of the Company. Generally, the payment methods of usage fee are one-time payment or installment payment according to the contract terms. In 2023, the Company restructured the rental price system for shops, implement differentiated pricing based on industry prosperity and other indicators, and guide the healthy development of the industry. At present, the markets operated by the Company include the first to fifth district markets, the import market, the first district eastern expansion and second district east market, the Huangyuan market, and the international production materials market of the International Trade City. (2) Self-operated trade ICMALL is the initials of International Commodity Mall, which is a subsidiary of the well-known Chinese trademark "Yiwu China Small Commodities City". "爱喜猫" is the Chinese transliteration of ICMALL. With the brand vision of "discovering the best products in the world", ICMALL combines over 20,000 high-quality products from imported goods and trendy domestic products, covering six categories: home life, beauty and skincare, mother and baby products, snacks and beverages, entertainment and cultural creativity, and toy digital. ICMALL strives to create a super supply chain channel brand in new fashion, new consumption, and new experience application scenarios. （未完）  |